UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 13, 2022
Century Aluminum Company
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34474 | 13-3070826 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| One South Wacker Drive | |
| Suite 1000 | |
| Chicago | |
| Illinois | 60606 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (312) 696-3101 |
| (Registrant's telephone number, including area code) |
| N/A |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: |
| Common Stock, $0.01 par value per share | CENX | Nasdaq Stock Market LLC |
| | | (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 14, 2022, Century Aluminum Company (the “Company”) and certain of its direct and indirect domestic subsidiaries (together with the Company, the “Borrowers”), entered into Amendment No. 4 (the "Fourth Amendment") to its existing Second Amended and Restated Loan and Security Agreement, dated as of May 16, 2018, by and among the Borrowers, the financial institutions party thereto as lenders (the "Lenders") and Wells Fargo Capital Finance, LLC, as agent for the Lenders (the “Agent”), as amended, modified and supplemented from time to time (the “Existing Credit Facility”). Pursuant to the Fourth Amendment, the Borrowers, Agent and Lenders agreed to amend the Existing Credit Facility to, among other items, (i) increase the maximum revolving credit amount and related aggregate revolving loan commitments from $220 million to $250 million (the "Increased Facility”), including an increase in the letter of credit sub-facility from $110 million to $150 million, (ii) extend the maturity date of the Existing Credit Facility to June 14, 2027 and (iii) replace the LIBOR interest rate to an adjusted term Secured Overnight Financing Rate (or “Adjusted Term SOFR”, as defined in the Existing Credit Facility). In addition, certain adjustments were made to the borrowing base calculations and financial covenants in respect of the Increased Facility.
The description of the Fourth Amendment and the Increased Facility set forth above is necessarily limited and is qualified in its entirety by reference to the full terms and conditions of the Fourth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described above under Item 1.01 above is incorporated herein by reference into this Item 2.03.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 13, 2022. A total of 85,373,641 shares of the Company’s common stock were present or represented by proxy at the meeting, representing approximately 93.6% of the shares outstanding and entitled to vote at the Annual Meeting, thus providing a quorum.
The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each proposal considered at the Annual Meeting is set forth below.
Proposal No. 1: Election of Jarl Berntzen, Jennifer Bush, Jesse Gary, Errol Glasser, Wilhelm van Jaarsveld and Andrew Michelmore to the Company's Board of Directors
The six persons nominated to serve as directors of the Company received the following number of votes and were elected as directors to serve a one-year term expiring at the annual meeting of stockholders in 2023:
| Name | | For | | | Withheld | | | broker Non-Votes | |
| Jarl Berntzen | | | 78,400,131 | | | | 2,118,941 | | | | 4,854,569 | |
| Jennifer Bush | | | 80,269,939 | | | | 249,133 | | | | 4,854,569 | |
| Jesse Gary | | | 80,070,784 | | | | 448,288 | | | | 4,854,569 | |
| Errol Glasser | | | 78,685,982 | | | | 1,833,090 | | | | 4,854,569 | |
| Wilhelm van Jaarsveld | | | 80,038,494 | | | | 480,578 | | | | 4,854,569 | |
| Andrew Michelmore | | | 65,089,489 | | | | 15,429,583 | | | | 4,854,569 | |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022 as follows:
| For | | | Against | | | Abstain | | | broker Non-Votes | |
| | 84,136,513 | | | | 970,275 | | | | 266,853 | | | | — | |
Proposal No. 3: Advisory Vote on the Compensation of Named Executive Officers
The stockholders approved through a non-binding advisory vote the 2022 compensation of the Company’s named executive officers as described in the Company’s proxy statement as follows:
| For | | | Against | | | Abstain | | | broker Non-Votes | |
| | 78,938,204 | | | | 1,494,535 | | | | 86,333 | | | | 4,854,569 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | | Description |
| 10.1 | | Amendment No. 4, dated as of June 14, 2022 to the Second Amended and Restated Loan and Security Agreement, dated as of May 16, 2018, among Century Aluminum Company, Century Aluminum of South Carolina, Inc., Century Aluminum of Kentucky General Partnership, NSA General Partnership and Century Aluminum Sebree LLC, as borrowers, and Wells Fargo Capital Finance, LLC, as agent and lender. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | CENTURY ALUMINUM COMPANY |
| | | | |
| Date: | June 16, 2022 | By: | /s/ John DeZee |
| | | | Name: | John DeZee |
| | | | Title: | Executive Vice President, General Counsel and Secretary |
